AMD & NEXGEN SHAREHOLDERS APPROVE MERGER


SUNNYVALE, CA ... January 16, 1995 ...  Advanced Micro Devices (NYSE:
AMD) and NexGen Inc. (NASDAQ: NXGN) today announced that, at special
shareholder meetings this afternoon, stockholders for both companies
approved the agreement for the planned merger of NexGen and AMD.  The
merger is expected to close by the end of the week.

-This merger enhances AMD_s opportunity to achieve our goal of a
30-percent unit share of the Microsoft Windows-compatible
microprocessor market by 1998,- said W.J. Sanders III, chairman and
CEO of AMD.

-The engineering resources of NexGen and its sixth-generation
microprocessor design, combined with AMD_s 8-inch wafer, sub-0.35
micron process megafab in Austin, Texas, and our recently concluded
intellectual property agreement with Intel, further strengthens our
capability to provide personal computer manufacturers with
high-performance, high-volume alternatives to Intel-based technology.
The intellectual property agreement ensures that AMD has legal rights
to all the enabling intellectual property necessary to continue
providing our customers with competitive products that are fully
software compatible with the Intel instruction set,- said Sanders.

In addition to the merger, AMD stockholders approved an amendment to
the Advanced Micro Devices 1991 Stock Purchase Plan to increase the
number of shares available under that plan.

Except for historical information contained herein, the matters
discussed in this news release are forward-looking statements that
involve risks and uncertainties, including the timely development and
market acceptance of new products, the impact of competitive products
and pricing, the timely development of wafer fabrication process
technologies, the effect of changing economic conditions, and such
risks and uncertainties detailed from time-to-time in the company_s
SEC reports, including the Registration Statement on Form 3-4
(Registration No. 33-64911) filed by AMD in connection with the
planned acquisition of NexGen.

Advanced Micro Devices, Inc., produces microprocessors and related
peripherals, flash memories, Focusing on personal and networked
computing and communications markets, Advanced programmable logic
devices, and circuits for telecommunications and networking
applications.  Founded in 1969, AMD has sales and manufacturing
facilities worldwide.  

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